This Service Level Agreement (“SLA”) between Coriell Life Sciences, Inc. (“CLS”), and the user (“Company”) of CLS’s services (“Services”) is part of that certain agreement between CLS and Company (the “Agreement”), under which CLS performs certain Services for Company.  This SLA sets forth the service level terms and conditions and is an integral part of the Agreement. This SLA defines the terms of Company’s responsibility with respect to the Services that CLS provides and Company’s remedies in the event that CLS fails to meet these Service Commitments (defined below). This SLA set forth herein represent the sole obligation of CLS and Company’s sole remedy for CLS’s failure to meet such Service Commitments. This SLA does not apply to the availability of third-party services (“TPS”) which are subject to TPS agreements. The SLA is binding only on the Company and CLS and does apply to any third parties, including Company end users.  Company and CLS agree that nothing contained in this SLA creates or is intended to create any third party beneficiary.  This SLA is effective beginning on the effective date of the Agreement and will remain in effect until the termination of the Agreement.  Capitalized terms used but not defined in this SLA shall have the meanings set forth in the Agreement. 

CLS HEREBY RESERVES THE RIGHT TO AMEND, ALTER, MODIFY, REPLACE OR SUSPEND, FROM TIME TO TIME IN ITS SOLE DISCRETION, ALL OR ANY PORTION OF THIS SLA. COMPANY HEREBY REPRESENTS AND WARRANTS THAT IT HAS READ, UNDERSTOOD AND ACCEPTED THE TERMS OF THE SLA, PROVIDED THAT IF CLS MATERIALLY AMENDS, ALTERS, MODIFIES, REPLACES, SUSPENDS OR TERMINATES ALL OR ANY PORTION OF THIS SLA IN SUCH A MANNER THAT THE SERVICES PROVIDED BY CLS TO COMPANY WILL BE OR HAVE BEEN SUBSTANTIALLY ALTERED, CLS SHALL NOTIFY COMPANY OF SUCH AMENDMENT, ALTERATION, MODIFICATION, REPLACEMENT, SUSPENSION OR TERMINATION AND, TO THE EXTENT COMPANY OBJECTS TO ANY SUCH CHANGES, COMPANY SHALL PROMPTLY NOTIFY CLS AND THE PARTIES SHALL PARTICIPATE IN GOOD FAITH NEGOTIATIONS TO AMICABLY RESOLVE SUCH OBJECTIONS AND IN THE EVENT A RESOLUTION IS NOT REACHED, COMPANY MAY TERMINATE THIS AGREEMENT.

Definitions

The following are definitions of capitalized words used in this SLA:

“Available” means that the Service is accessible, as measured by testing agents that report the current state and availability of the Service’s clusters every fifteen (15) seconds. These metrics are aggregated on a per cluster basis.

"Business Hours” means 9:00 a.m. to 5:00 p.m. (Eastern Standard Time - EST), Monday through Friday, and, notwithstanding the foregoing, does not include times during Service Maintenance.

“Downtime” means the Service is not Available; provided however, this shall not include scheduled Service Maintenance

“Downtime Period” means (i) 5 minutes or more of continuous Downtime or (ii) periods of Downtime each

less than 5 minutes but exceeding 10 minutes in aggregate in any 60 minute period.

"Monthly Uptime Percentage" means total number of minutes in a month, minus the number of minutes of Downtime suffered from all Downtime Periods in a month, divided by the total number of minutes in a month. 

“Service Maintenance” means CLS’s maintaining of the Service including software. Service Maintenance includes, without limitation, database index rebuilding, hardware upgrades, software upgrades, and network upgrades, as applicable. Scheduled maintenance concerns activities regularly carried out by CLS to maintain the functionality of the resources required to perform the Services, both ordinary and extraordinary. 

CLS Obligations

CLS shall make a full backup copy of each database and file system daily and retain each such daily backup copy for a minimum of seven (7) days. CLS retains copies of Agent and API log files for at least sixty (60) days.

Company Obligations

Company's responsibilities and obligations in support of this SLA include the following:

(a)        Providing information as required by CLS for performing the Services.

Service Availability

Service Availability Level Goals. CLS shall use reasonable efforts to make the Service available with a Monthly Uptime Percentage, during any monthly billing cycle, of at least 99.95% (“Service Commitment”). In the event CLS does not meet the Service Commitment, Company will be eligible to receive a Service Credit as detailed below.

Service Credit.  Service Credits are calculated as a percentage of the fees paid by Company to CLS for Services.  Company will be eligible for Service Credits in the event the Services do not meet the Service Commitment in a billing month in accordance with the schedule below:

Monthly Uptime Percentage                   Service Credit Percentage

98.6% – < 99.5%                                   10%

95.0% – < 98.6%                                   25%

< 95.0%                                                  50%

In order receive the Service Credit, Company must notify CLS within fifteen (15) days from the time Company becomes eligible to receive a Service Credit and therein, specify the date and time of the Downtimes.  If Company does not comply with these requirements, Company will forfeit its right to receive a Service Credit. If a dispute arises with respect to this SLA, CLS will make a determination in good faith based on its system logs, monitoring reports, configuration records, and other available information, which CLS will make available for auditing by Company at Company’s request on a case by case basis, subject to appropriate privacy and security protections.  The aggregate maximum number of Service Credits to be issued by CLS to Company for any and all failures to meet the Monthly Uptime Percentage that occur in a single billing month will not exceed 50% of the amount due from Company for the Service for the applicable month. CLS will apply the Service Credit towards Company’s future use of the Service; provided however that the Service Credit shall not entitle Company to a refund from CLS.

Monitoring.  While Company may monitor service uptime on its systems and other monitoring services, CLS proactively monitors service uptime and the results of these monitoring systems shall provide the sole and exclusive determination of service uptime and achievement of the Service Commitment.

Response Time to Error. CLS has internal notification tools for service problems. Additionally, Company can report service problems to CLS Support through the Company Ticketing System. Once notified, CLS Support will respond pursuant to the Service Support Policy (shown below).

Limitations.

CLS cannot assume responsibility and shall not be liable for any impacts on Service Commitments or Service Maintenance due to any of the following: 

(a)        fault or malfunction of the Service, or their failure or delayed removal or elimination due to non-fulfilment or breach of Contract by Company or to an abuse of the Service by Company;

(c)        causes (i) described in the Force Majeure section of the Agreement or (ii) from Company’s equipment or third party equipment, or (iii) both.

Service Maintenance

The parties agree that CLS shall provide Service Maintenance, which may cause errors as defined by the Service Support Policy (shown below). CLS shall use commercially reasonable efforts to limit Service Maintenance, which causes Severity Level 1 Errors (as defined in the Service Support Policy), to two (2) hours per month. CLS shall notify named Company contact by email prior to performing any Service Maintenance which CLS predicts will cause a Severity Level 1 Error outside of the Service Maintenance Times (as set forth in Table 1).

CLS shall attempt to schedule Service Maintenance during the times as specified in Table 1 – Service Maintenance Times. However, the parties agree that it may be necessary for CLS to perform Service Maintenance during times other than those specified in Table 1, and CLS reserves the right to perform Service Maintenance during times other than those specified in Table 1.

Table 1 – Service Maintenance Times

Disclaimer of Actions Caused by and/or Under the Control of Third Parties. CLS DOES NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM ITS NETWORK AND OTHER PORTIONS OF THE INTERNET. SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES. AT TIMES, ACTIONS OR INACTIONS OF SUCH THIRD PARTIES CAN IMPAIR OR DISRUPT COMPANY’S CONNECTIONS TO THE INTERNET (OR PORTIONS THEREOF). ALTHOUGH CLS WILL USE COMMERCIALLY REASONABLE EFFORTS TO TAKE ACTIONS IT DEEMS APPROPRIATE TO REMEDY AND AVOID SUCH EVENTS, CLS CANNOT GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR AND EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS.

Service Support Policy

Primary incident reporting is done the CLS Company Ticketing System located at https://coriell.atlassian.net/servicedesk/customer/portals . Through this system Company has access to all tickets on its account, both open and completed, both current information and historical. CLS prioritizes tickets by severity.  The following is a guide to the CLS Severity Levels: